ContractAria International Holdings, Inc. • November 23rd, 2009 • Services-engineering services • North Carolina
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SUBORDINATION AGREEMENTSubordination Agreement • November 23rd, 2009 • Aria International Holdings, Inc. • Services-engineering services
This Subordination Agreement (this “Agreement”) dated September 8, 2009, is between the undersigned (the “Creditor”), and Brent P. W. Burgess, John William Fox, Cary Benton Nordan, Jeffrey Guy Tennyson, and Doug Vaughn (collectively referred to herein as “Lender”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • November 23rd, 2009 • Aria International Holdings, Inc. • Services-engineering services
In consideration of the loan from certain lenders (each individually and collectively “Lender”) to Aria International Holdings, Inc., a Nevada corporation (“Borrower”), under the First Amended Note and Warrant Purchase Agreement dated as of September 9, 2009 (as the same may be amended, modified or supplemented from time to time, the “Purchase Agreement”; capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Purchase Agreement), each of Aria International Incorporated, and TriCord Hurricane Products, Inc., each a wholly owned subsidiary of Borrower (each individually and collectively “Guarantor”), unconditionally and irrevocably guarantees (i) payment of all amounts Borrower owes Lender under the Purchase Agreement and (ii) Borrower’s performance of the Purchase Agreement and any other instruments, documents or agreements, as amended from time to time, now or hereafter evidencing the amounts owed by Borrower to Lender. The Purchase Agreement,
FIRST AMENDED NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 23rd, 2009 • Aria International Holdings, Inc. • Services-engineering services • North Carolina
This First Amended Note and Warrant Purchase Agreement, dated as of September 9, 2009 (the “Agreement”), is entered into by and among Aria International Holdings, Inc., a Nevada corporation (the “Company”), and the purchasers listed on the Schedule of Purchasers attached to this Agreement as Exhibit A (each a “Purchaser” and collectively, the “Purchasers”).
